Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2005

Apr 25, 2005

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Frankie Dominion International Limited, you should at once hand this document and the accompanying forms of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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(incorporated in Bermuda with limited liability)

(Stock code: 704)

GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The Notice of the Annual General Meeting of Frankie Dominion International Limited to be held in Hong Kong on 27th May, 2005 at 10:00 a.m. is set out on pages 13 to 16. Whether or not you are able to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion of the proxy form and its return will not preclude you from attending, and voting at, the Annual General Meeting if you so wish.

25th April, 2005

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board of Directors
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Explanatory memorandum for the general mandate to
	repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Closure of registers of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	2004 annual report and Annual General Meeting . . . . . . . . . . . . . . . . . . . . .	4
6.	Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– Repurchase Mandate explanatory statement. . . . . . . . . . . . . . . . . . .	7
Appendix II – Particulars of directors subject to re-election . . . . . . . . . . . . . . . . . .		10

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

• “Associate”

shall have the meaning ascribed to it under the Listing Rules

• “Board”

the board of Directors of the Company or a duly authorised committee thereof

• “Bye-laws” the bye-laws from time to time adopted by the Company

• “Company” Frankie Dominion International Limited, a company incorporated in Bermuda with limited liability

• “Directors”

the director(s) of the Company

• “Group” the Company and its Subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong for the time being

• “Latest Practicable Date” 19th April, 2005, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended, supplemented or otherwise modified from time to time

• “Notice of Annual General Meeting” the notice convening the Annual General Meeting as set out on pages 13 to 16 of this circular

• “Ordinary Resolution(s)”

the proposed ordinary resolution(s) as referred to in the Notice of Annual General Meeting

• “Repurchase Mandate”

the proposed mandate to the Directors to repurchase Shares pursuant to Ordinary Resolution No.5(i) as set out in the Notice of Annual General Meeting in its present or any amended form

• “Share(s)”

fully paid shares of HK$0.10 each of the Company (or such other nominal amount prevailing from time to time)

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DEFINITIONS

• “Shareholders”

“Share Issue Mandate”

• “Stock Exchange”

• “Subsidiary”

• “Substantial Shareholder”

• “Takeover Code”

holders of the Shares

the proposed mandate to the Directors to issue Shares pursuant to Ordinary Resolution No.5(ii) as set out in the Notice of Annual General Meeting in its present or any amended form

The Stock Exchange of Hong Kong Limited

a subsidiary (within the meaning of the Companies Ordinance or section 86 of the Companies Act) for the time being and from time to time of the Company

shall have the meaning ascribed to it under the Listing Rules

The Hong Kong Code on Takeovers and Mergers issued by the Hong Kong Securities and Futures Commission

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LETTER FROM THE BOARD

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(incorporated in Bermuda with limited liability)

(Stock code: 704)

Executive Directors:

Mr. Lam Po Kwai, Frankie (Chairman) Ms. Wong Yau Ching, Maria (Vice Chairman) Ms. Lee Yuen Bing, Nina Ms. So Man Yee, Katherine

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Independent Non-executive Directors: Mr. Au Son Yiu Mr. Lee Johnson Mr. Tang Tin Sek Non-executive Director:

Principal Office in Hong Kong: 1st Floor Yally Industrial Building 6 Yip Fat Street Wong Chuk Hang Hong Kong

Ms. He Ling

25th April, 2005

To the shareholders of the Company,

Dear Sir/Madam,

1. INTRODUCTION

On 15th April, 2005, the Directors announced that at the Annual General Meeting convened for 27th May, 2005, resolutions will be proposed to approve (a) the grant of the Repurchase Mandate and the Share Issue Mandate to the Directors to repurchase Shares and issue new Shares and (b) the re-election of directors.

2. EXPLANATORY MEMORANDUM FOR THE GENERAL MANDATE TO REPURCHASE SHARES

To provide flexibility to the Directors, an ordinary resolution will be proposed at the Annual General Meeting that the Directors be given the Repurchase Mandate to exercise all powers of the Company to purchase issued Shares of the Company subject to the limitation set out in the Ordinary Resolutions. In particular, shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number of Shares as represents 10 per cent. of the Share capital of the Company in issue outstanding on the date of the Ordinary Resolutions. In addition,

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LETTER FROM THE BOARD

shareholders should note that the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company or an earlier date as referred to in paragraph (c) of the Ordinary Resolution set out in Item 5(i) of the Notice of the Annual General Meeting.

Ordinary Resolutions will also be proposed at the Annual General Meeting to authorize (a) the granting of the Shares Issue Mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the Share capital of the Company in issue as at the date of the passing of Ordinary Resolution No. 5(ii) and (b) the extension of the Share Issue Mandate by adding to such mandate the number of Shares to be repurchased by the Company under the Repurchase Mandate in the terms set out in Ordinary Resolution No. 5(iii) of the Notice of Annual General Meeting.

An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Mandate is set out in the Appendix I.

3. RE-ELECTION OF DIRECTORS

Pursuant to Bye-Law 99 (as amended by Bye-Law 182(vi)) of the Company’s Bye-Laws, Ms. Lee Yuen Bing, Nina and Ms. He Ling shall retire by rotation and be eligible for re-election at the Annual General Meeting. In addition Mr. Tang Tin Sek, being independent non-executive director appointed after the Company’s last annual general meeting held on 28th May, 2004, will hold office only until the Annual General Meeting pursuant to Bye-Law 102. All of them are eligible and were offered for re-election at the Annual General Meeting.

Particulars of the above Directors are set out in the Appendix II.

4. CLOSURE OF REGISTERS OF SHAREHOLDERS

The register of members is closed from 9th May, 2005 to 13th May, 2005, both days inclusive, during which period no transfer of Shares will be effected. As noted in the Company’s announcement dated 15th April, 2005, in order to qualify for the proposed 2004 final dividend, all share certificates with completed transfer form either overleaf or separately, have to be lodged with the Company’s branch registrars in Hong Kong, Secretaries Limited, G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong not later than 4:00 p.m. on 6th May, 2005.

5. 2004 ANNUAL REPORT AND ANNUAL GENERAL MEETING

A copy of the Annual Report of the Company for the year ended 31st December 2004 is enclosed for your review. A copy of the Notice of Annual General Meeting, to be held in Hong Kong at the Ballroom, 2nd Floor, The Aberdeen Marina Club, 8 Shum Wan Road, Aberdeen, Hong Kong at 10:00 a.m. on 27th May, 2005 is set out on pages 13 to 16.

The Ordinary Resolutions to approve the granting of the Repurchase Mandate and the Share Issue Mandate will be proposed at such meeting.

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LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Principal Office of the Company in Hong Kong at 1st Floor, Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong as soon as possible and, in any event, so as to be received not less than 48 hours before the time appointed for the holding of the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the meeting if you so wish.

6. PROCEDURE FOR DEMANDING A POLL

Pursuant to Bye-Law 70 of the Company’s Bye-Laws, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three members present in person or by a duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (vi) by any member or members present in person or by a duly authorised corporate representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring the right.

Unless a poll be so demanded and not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carries unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceeding of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

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LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors believe that all the proposed Ordinary Resolutions to be put forward at the Annual General Meeting are in the best interests of the Company and its shareholders and so recommend you to vote in favour of the Ordinary Resolutions at the Annual General Meeting.

Yours faithfully, Lam Po Kwai, Frankie Chairman

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APPENDIX I – REPURCHASE MANDATE EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10 per cent. of the issued share capital of the Company as at the date of approval for the Repurchase Mandate.

MAXIMUM NUMBER OF SHARES TO BE REPURCHASED

A maximum of 10 per cent. of the aggregate nominal amount of the issued Share capital at the date of the proposed Ordinary Resolutions may be repurchased on the Stock Exchange. As at 19th April, 2005, the Latest Practicable Date for determining such figure, the number of Shares in issue were 477,926,292 Shares. On the basis of such figures (and assuming no new Shares will be issued and no Shares will be repurchased after 19th April, 2005, and up to the date of passing the Ordinary Resolutions), the Directors would be authorised to repurchase Shares up to a limit of 47,792,629 Shares.

REASONS FOR THE REPURCHASE MANDATE

The Directors believe that the ability to repurchase Shares is in the best interests of the Company and the Shareholders.

Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per Share. The Directors are therefore seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number of Shares to be purchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing.

SOURCE OF FUNDS

It is expected that the funds required for repurchases of Shares under the Repurchase Mandate would be derived from the capital paid up on the Shares being repurchased (if applicable) and from the distributable profits of the Company, which will be funds legally available for such purpose in accordance with the Memorandum of Association and Byelaws of the Company and the Bermuda law.

MATERIAL ADVERSE IMPACT

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements) in the event that authorised repurchases of Shares are carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I – REPURCHASE MANDATE EXPLANATORY STATEMENT

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is granted by shareholders, to sell Shares to the Company.

No connected person of the Company as defined in the Listing Rules has notified the Company that any such person has a present intention to sell any Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make purchases of Shares.

EFFECT OF TAKEOVER CODE

Save as disclosed below, the Directors are not aware of any consequences which will arise under the Takeover Code as a result of any purchases made under the Repurchase Mandate.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Ordinary Resolution (5)(i), then (based on the present shareholdings as at the Latest Practicable Date) the controlling shareholdings of Mr. Lam Po Kwai, Frankie and Ms. Nina Lee (who are spouses) would be increased from approximately 44.47 per cent. to approximately 49.41 per cent. In the opinion of the Directors, such increase would give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeover Code. However, the Directors have no present intention to exercise the repurchase of Shares to an extent that would result in such takeover obligations.

SHARE PRICES

During each of the 12 months preceding the Latest Practicable Date, the highest and lowest traded prices per Share on the Stock Exchange were as follows:–

Year	Month	Highest	Lowest
		HK$	HK$
2004	April	0.212	0.192
	May	0.195	0.180
	June	0.200	0.188
	July	0.196	0.187
	August	0.210	0.183
	September	0.315	0.220
	October	0.370	0.280
	November	0.315	0.275
	December	0.310	0.295
2005	January	0.310	0.290
	February	0.390	0.305
	March	0.430	0.365
	April (up to the Latest Practicable Date)	0.385	0.240

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APPENDIX I – REPURCHASE MANDATE EXPLANATORY STATEMENT

SHARES PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda, and in accordance with the regulations set out in the Memorandum of Association and Bye-Laws of the Company.

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APPENDIX II – PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

Particulars of retiring Directors subject to re-election at the Annual General Meeting are set out below:

Ms. Lee Yuen Bing, Nina, aged, 48, is the spouse of Mr. Lam Po Kwai, Frankie, the Chairman of the Company. Ms. Lee has been an Executive Director of the Company since February 1991 and has more than 18 years’ experience in public relations and administration. She joined the Group in 1979 and is in charge of the personnel and administration department of the Group’s head office. Ms. Lee also holds directorships in other members of the Group. During the three years preceding the Latest Practicable Date, Ms. Lee did not hold any directorship in other listed public companies.

As at the Latest Practicable Date, Ms. Lee has not entered into any service contract with the Company and she is subject to retirement by rotation and re-election in accordance with the Bye-Laws of the Company. Her emolument for the year ended 31 December 2004 amounted to HK$811,550 including bonus, which are determined by the Board in accordance with the duties of the directors and market condition and subject to review by the Board from time to time. Same emolument for 2005 will be proposed for the Shareholders’ approval at the 2005 Annual General Meeting. As at the Latest Practicable Date, the personal and corporate interests of Ms. Lee in the issued share capital of the Company was as follows:

	Number of shares held	Number of shares held	Total number of	Percentage of
Name of director	Personal	Corporate	Issued ordinary	the issued
	Interest	interest	Shares held	share capital
Mr. Lam Po Kwai Frankie	72,545,785	104,729,411(a)	177,275,196(c)	37.09%
Ms. Lee Yuen Bing Nina	10,867,059	24,367,798(b)	35,234,857(d)	7.37%

Notes:

• (a) These shares are held through Carrson Holdings Investment Limited and Frankfort Capital Investment Limited, both of which are companies beneficially owned by Mr. Lam Po Kwai Frankie.

• (b) These shares are held through Join Admin Benefit Corporation Limited, a company beneficially owned by Ms. Lee Yuen Bing Nina.

• (c) Ms. Lee Yuen Bing, Nina is the spouse of Mr. Lam Po Kwai, Frankie and is deemed to be interested in these shares.

• (d) Mr. Lam Po Kwai, Frankie is the spouse of Ms. Lee Yuen Bing, Nina and is deemed to be interested in these shares.

Save as disclosed above, Ms. Lee does not have any relationship with other directors, senior management or substantial shareholders or controlling shareholders of the Company and does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II – PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

Ms. He Ling, aged 42, represents China Everbright Holdings Limited’s interest in the Company and has been a Non-executive Director of the Company since July 2001. She is the deputy general manager and executive director of China Everbright Limited. Ms. He holds a Bachelor’s degree in Finance from Hunan Finance and Economics University and has obtained a Master’s degree in Economics from Shaanxi Finance and Economics University. She joined Everbright Securities Company Limited in 1993. In 1998, she was appointed as an assistant to chief executive officer of Everbright Securities Company Limited. She has over 16 years experience and knowledge in securities investment and fund management. Ms. He previously held directorship as a non executive director of Theme International Holdings Limited (resigned on 26 September 2003). Save as being a Non-executive Director, Ms. He does not hold any directorship in other members of the Group. Save as disclosed above, she did not hold any directorship in other listed public companies during the three years preceding the Latest Practicable Date.

As at the Latest Practicable Date, Ms. He has not entered into any service contract with the Company and she is subject to retirement by rotation and re-election in accordance with the Bye-Laws of the Company. Her emolument for the year ended 31 December 2004 amounted to HK$90,000 without any bonus, which are determined by the Board in accordance with the duties of the directors and market condition and subject to review by the Board from time to time. Same emolument for 2005 will be proposed for the Shareholders’ approval at the 2005 Annual General Meeting.

Solidpole Ltd. was the beneficial owner of 34,855,428 shares representing approximately 7.29% of issued share capital of the Company as at the Latest Practicable Date. China Everbright Holdings Company Ltd. is the holding company of Solidpole Ltd. and is deemed to be interested in these shares. Save as disclosed above, Ms. He does not have any relationship with the directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Tang Tin Sek, aged 46, has been an Independent Non-executive Director and a member of the Audit Committee of the Company since July 2004. He is a Certified Public Accountant in Hong Kong and has over 23 years of experience in corporate finance, business advisory, auditing and financial management. He graduated from The University of Hong Kong in 1980 with the degree of Bachelor of Science and has been admitted to the degree of Master of Business Administration in The University of Sydney, Australia, in 1990. Mr. Tang is also a member of the Chartered Association of Certified Accountants in the United Kingdom, a member of the Institute of Chartered Accountants in Australia, a member of The Chinese Institute of Certified Public Accountants in China and an independent non-executive director of several public companies listed on The Stock Exchange of Hong Kong Limited, namely CEC International Holdings Limited, Sinochem Hong Kong Holdings Limited, Innomaxx Biotechnology Group Limited and U-Cyber Technology Holdings Limited. Save as being an Independent Non-executive Director, Mr. Tang does not hold any directorship in other members of the Group. Save as disclosed above, he did not hold any directorship in other listed public companies during the three years preceding the Latest Practicable Date.

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APPENDIX II – PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

As at the Latest Practicable Date, Mr. Tang has not entered into any service contract with the Company and he is subject to retirement by rotation and re-election in accordance with the Bye-Laws of the Company. His emolument for the year ended 31 December 2004 amounted to HK$90,000 without any bonus, which are determined by the Board in accordance with the duties of the directors and market condition and subject to review by the Board from time to time. Same emolument for 2005 will be proposed for the Shareholders’ approval at the 2005 Annual General Meeting.

Mr. Tang does not have any relationship with the directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save for the foregoing, the Directors are not aware of any other matter that need to be brought to the attention of the Shareholders regarding the re-appointments of the above Directors of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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(incorporated in Bermuda with limited liability)

(Stock code: 704)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Frankie Dominion International Limited will be held at the Ballroom, 2nd Floor, The Aberdeen Marina Club, 8 Shum Wan Road, Aberdeen, Hong Kong on 27th May, 2005, at 10:00 a.m. for the following purposes:

• (1) To receive and consider the audited financial statements together with the reports of the Directors and Auditors for the year ended 31st December, 2004;

• (2) To declare a Final Dividend for the year ended 31st December, 2004;

• (3) To re-elect Directors of the Company and to fix their remuneration;

• (4) To re-appoint the auditors of the Company and to authorise the Directors to fix their remuneration; and

• (5) As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

• (i) “ THAT

  • (a) the exercise by the Directors during the Relevant Period of all powers of the Company to purchase shares in the capital of the Company be and is hereby generally and unconditionally approved;

  • (b) the aggregate nominal amount of shares which may be purchased on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange pursuant to paragraph (a) of this Resolution during the Relevant Period shall be no more than 10 per cent. of the aggregate nominal amount of the issued share capital at the date of passing of this Resolution;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  - (A) the conclusion of the next annual general meeting of the Company;

  - (B) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

  - (C) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• (ii) “ THAT

• (a) subject to the limitation mentioned in paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (A) a Rights Issue, (B) the exercise of options granted under any share option scheme adopted by the Company from time to time and (C) any scrip dividend or similar scheme, shall not exceed the aggregate of (i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus (ii) (if the Directors are so authorised by separate ordinary resolution of the Company) the nominal amount of share capital repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the issued share capital of the Company at the date of passing this Resolution) and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

• (A) the conclusion of the next annual general meeting of the Company;

• (B) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

• (C) the revocation or variation of the authority given by this Resolution by ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Company or by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)”

• (iii) “ THAT the Directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the Resolution set out as Resolution 5(ii) in the Notice of this Meeting in respect of the share capital of the Company referred to in sub-paragraph (ii) of paragraph (c) of such Resolution.”

By Order of the Board Cheung Chiu Fan Company Secretary

Hong Kong, 27th April, 2005

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Office in Hong Kong: 1st Floor, Yally Industrial Building,

6 Yip Fat Street Wong Chuk Hang Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice may appoint one or more proxies to attend the meeting and vote on a poll instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the Principal Office of the Company in Hong Kong at 1st Floor, Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting.

3. The register of members is closed from 9th May, 2005 to 13th May, 2005, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the proposed final dividend, all share certificates with completed transfer form either overleaf or separately, have to be lodged with the Company’s branch registrars in Hong Kong, Secretaries Limited, G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Hong Kong not later than 4:00 p.m. on 6th May, 2005.

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